(a) An agreement modifying a contract within this article needs no consideration to be binding.

(b) An authenticated record that precludes excludes modification or rescission except by an authenticated record cannot otherwise be modified or rescinded. However, in a standard form supplied by a merchant to a consumer, a term requiring an authenticated record for modification of the contract is not enforceable unless the consumer manifests assent to the term.

(c) The requirements of Section 2B-201 must be satisfied for if the contract as modified is within its provisions.

(d) An attempt at modification or rescission that which does not satisfy the requirements of subsection (b) or (c) can can operate as a waiver under as provided in Section 2B-606.

"Agreement". Section 1-201. "Authenticate". Section 2B-102. "Consumer". Section 2B-102. "Contract". Section 2B-102. "Merchant". Section 2B-102. "Record". Section 2B-102. "Standard form". Section 2B-102. "Term". Section 1-201.

a. Voted 12-1 to approve the section and the use of manifest assent.

b. Voted to retain reference to consumer, rather than mass market. (11-1) (Feb. 1997).

c. Voted to reject a motion to make a "no oral modification" clause unenforceable in a consumer transaction. (1-10) (April, 1997).

This Section follows existing Article 2-209 except for the use of "manifest assent" regarding the use of a no modification term in a consumer contract. The content of Section 2-209(5) is included in Section 2B-806 on waiver. In subsection (b), Article 2 and Article 2A require no oral modification terms to be signed by the consumer; that concept appears here in the form of a requirement of manifestation of assent to the term, rather than signature. This allows the concept to operate in electronic environments if authentication is not feasible, while still protecting the consumer.

If the agreement of the parties limits enforceability to modifications that are in a record, that agreement will be enforced. The rule is especially important in the on-going relationships in many commercial licenses and development contracts.